OIL STATES INTERNATIONAL, INC 10-Q

ITEM 1. Financial Statements UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands, Except Per Share Amounts) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenues: Products $ 106,492 $ 100,798 $ 314,385 $ 303,706 Services 58,688 73,550 176,139 224,287 165,180 174,348 490,524 527,993 Costs and expenses: Product costs 85,561 79,167 249,826 236,807 Service costs 43,085 57,422 126,837 173,766 Cost of revenues (exclusive of depreciation and amortization expense presented below) 128,646 136,589 376,663 410,573 Selling, general and administrative expense 20,756 22,754 66,267 71,623 Depreciation and amortization expense 12,128 13,635 36,051 42,528 Impairment of goodwill — — — 10,000 Impairments of intangible assets — 10,787 — 10,787 Impairments of operating lease assets — 2,579 1,358 2,579 Other operating (income) expense, net ( 1,098 ) ( 955 ) ( 5,479 ) 76 160,432 185,389 474,860 548,166 Operating income (loss) 4,748 ( 11,041 ) 15,664 ( 20,173 ) Interest expense, net ( 1,773 ) ( 1,824 ) ( 5,043 ) ( 5,986 ) Other income, net 362 731 1,136 1,311 Income (loss) before income taxes 3,337 ( 12,134 ) 11,757 ( 24,848 ) Income tax provision ( 1,437 ) ( 2,215 ) ( 3,888 ) ( 1,574 ) Net income (loss) $ 1,900 $ ( 14,349 ) $ 7,869 $ ( 26,422 ) Net income (loss) per share: Basic $ 0.03 $ ( 0.23 ) $ 0.13 $ ( 0.42 ) Diluted 0.03 ( 0.23 ) 0.13 ( 0.42 ) Weighted average number of common shares outstanding: Basic 57,946 62,084 59,089 62,357 Diluted 58,016 62,084 59,144 62,357 The accompanying notes are an integral part of these financial statements. 3 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In Thousands) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net income (loss) $ 1,900 $ ( 14,349 ) $ 7,869 $ ( 26,422 ) Other comprehensive income (loss): Currency translation adjustments ( 1,300 ) 9,567 13,331 3,389 Comprehensive income (loss) $ 600 $ ( 4,782 ) $ 21,200 $ ( 23,033 ) The accompanying notes are an integral part of these financial statements. 4 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In Thousands, Except Share Amounts) September 30, 2025 December 31, 2024 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 67,052 $ 65,363 Accounts receivable, net 201,617 194,336 Inventories, net 222,869 214,836 Prepaid expenses and other current assets 19,656 23,691 Total current assets 511,194 498,226 Property, plant, and equipment, net 273,253 266,871 Operating lease assets, net 16,388 19,537 Goodwill, net 70,490 69,709 Other intangible assets, net 114,664 125,862 Other noncurrent assets 26,330 24,903 Total assets $ 1,012,319 $ 1,005,108 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current portion of long-term debt $ 103,097 $ 633 Accounts payable 58,600 57,708 Accrued liabilities 37,852 36,861 Current operating lease liabilities 7,344 7,284 Income taxes payable 1,066 2,818 Deferred revenue 73,200 52,399 Total current liabilities 281,159 157,703 Long-term debt 1,890 124,654 Long-term operating lease liabilities 13,888 17,989 Deferred income taxes 6,835 5,350 Other noncurrent liabilities 19,581 18,758 Total liabilities 323,353 324,454 Stockholders’ equity: Common stock, $ .01 par value, 200,000,000 shares authorized, 80,569,340 shares and 78,605,848 shares issued, respectively 806 786 Additional paid-in capital 1,143,685 1,137,949 Retained earnings 281,529 273,660 Accumulated other comprehensive loss ( 66,201 ) ( 79,532 ) Treasury stock, at cost, 20,814,896 and 17,112,853 shares, respectively ( 670,853 ) ( 652,209 ) Total stockholders’ equity 688,966 680,654 Total liabilities and stockholders’ equity $ 1,012,319 $ 1,005,108 The accompanying notes are an integral part of these financial statements. 5 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In Thousands) Three Months Ended September 30, 2025 Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders’ Equity Balance, June 30, 2025 $ 806 $ 1,141,788 $ 279,629 $ ( 64,901 ) $ ( 666,684 ) $ 690,638 Net income — — 1,900 — — 1,900 Currency translation adjustments (excluding intercompany advances) — — — ( 2,661 ) — ( 2,661 ) Currency translation adjustments on intercompany advances — — — 1,361 — 1,361 Stock-based compensation expense — 1,897 — — — 1,897 Stock repurchases — — — — ( 4,143 ) ( 4,143 ) Surrender of stock to settle taxes on stock awards — — — — ( 26 ) ( 26 ) Balance, September 30, 2025 $ 806 $ 1,143,685 $ 281,529 $ ( 66,201 ) $ ( 670,853 ) $ 688,966 Nine Months Ended September 30, 2025 Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders' Equity Balance, December 31, 2024 $ 786 $ 1,137,949 $ 273,660 $ ( 79,532 ) $ ( 652,209 ) $ 680,654 Net income — — 7,869 — — 7,869 Currency translation adjustments (excluding intercompany advances) — — — 7,880 — 7,880 Currency translation adjustments on intercompany advances — — — 5,451 — 5,451 Stock-based compensation expense 20 5,736 — — — 5,756 Stock repurchases — — — — ( 16,186 ) ( 16,186 ) Surrender of stock to settle taxes on stock awards — — — — ( 2,458 ) ( 2,458 ) Balance, September 30, 2025 $ 806 $ 1,143,685 $ 281,529 $ ( 66,201 ) $ ( 670,853 ) $ 688,966 The accompanying notes are an integral part of these financial statements. 6 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In Thousands) Three Months Ended September 30, 2024 Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders’ Equity Balance, June 30, 2024 $ 786 $ 1,133,282 $ 272,845 $ ( 76,162 ) $ ( 640,362 ) $ 690,389 Net loss — — ( 14,349 ) — — ( 14,349 ) Currency translation adjustments (excluding intercompany advances) — — — 6,568 — 6,568 Currency translation adjustments on intercompany advances — — — 2,999 — 2,999 Stock-based compensation expense — 2,352 — — — 2,352 Stock repurchases — — — — ( 3,144 ) ( 3,144 ) Surrender of stock to settle taxes on stock awards — — — — ( 9 ) ( 9 ) Balance, September 30, 2024 $ 786 $ 1,135,634 $ 258,496 $ ( 66,595 ) $ ( 643,515 ) $ 684,806 Nine Months Ended September 30, 2024 Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders’ Equity Balance, December 31, 2023 $ 772 $ 1,129,240 $ 284,918 $ ( 69,984 ) $ ( 635,401 ) $ 709,545 Net loss — — ( 26,422 ) — — ( 26,422 ) Currency translation adjustments (excluding intercompany advances) — — — 5,594 — 5,594 Currency translation adjustments on intercompany advances — — — ( 2,205 ) — ( 2,205 ) Stock-based compensation expense 14 6,394 — — — 6,408 Stock repurchases — — — — ( 5,518 ) ( 5,518 ) Surrender of stock to settle taxes on stock awards — — — — ( 2,596 ) ( 2,596 ) Balance, September 30, 2024 $ 786 $ 1,135,634 $ 258,496 $ ( 66,595 ) $ ( 643,515 ) $ 684,806 The accompanying notes are an integral part of these financial statements. 7 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) Nine Months Ended September 30, 2025 2024 Cash flows from operating activities: Net income (loss) $ 7,869 $ ( 26,422 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization expense 36,051 42,528 Impairment of goodwill — 10,000 Impairments of intangible assets — 10,787 Impairments of operating lease assets 1,358 2,579 Stock-based compensation expense 5,756 6,408 Amortization of deferred financing costs 1,235 1,168 Deferred income tax provision (benefit) 852 ( 2,798 ) Gains on disposals of assets ( 5,455 ) ( 2,956 ) Net gains on extinguishment of 4.75 % convertible senior notes ( 375 ) ( 515 ) Other, net ( 2,192 ) 83 Changes in operating assets and liabilities, net of effect from acquired business: Accounts receivable ( 3,417 ) 21,173 Inventories ( 5,287 ) ( 18,406 ) Accounts payable and accrued liabilities 2,692 ( 17,554 ) Deferred revenue 20,801 ( 2,015 ) Other operating assets and liabilities, net ( 4,913 ) 3,624 Net cash flows provided by operating activities 54,975 27,684 Cash flows from investing activities: Capital expenditures ( 28,186 ) ( 23,309 ) Proceeds from disposition of property and equipment 5,416 5,132 Proceeds from disposition of assets held for sale 8,409 10,279 Other, net ( 99 ) ( 431 ) Net cash flows used in investing activities ( 14,460 ) ( 8,329 ) Cash flows from financing activities: Revolving credit facility borrowings 512 22,678 Revolving credit facility repayments ( 512 ) ( 22,678 ) Purchases of 4.75 % convertible senior notes ( 20,269 ) ( 10,846 ) Other debt and finance lease repayments, net ( 283 ) ( 481 ) Payment of financing costs ( 188 ) ( 1,119 ) Purchases of treasury stock ( 16,186 ) ( 5,149 ) Shares added to treasury stock as a result of net share settlements due to vesting of stock awards ( 2,458 ) ( 2,596 ) Net cash flows used in financing activities ( 39,384 ) ( 20,191 ) Effect of exchange rate changes on cash and cash equivalents 558 ( 291 ) Net change in cash and cash equivalents 1,689 ( 1,127 ) Cash and cash equivalents, beginning of period 65,363 47,111 Cash and cash equivalents, end of period $ 67,052 $ 45,984 Cash paid for: Interest $ 4,033 $ 4,206 Income taxes, net 4,648 2,695 The accompanying notes are an integral part of these financial statements. 8 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Oil States International, Inc. and its subsidiaries (“Oil States” or the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial information. Certain information in footnote disclosures normally included with financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to these rules and regulations. The unaudited financial statements included in this report reflect all the adjustments, consisting of normal recurring adjustments, which the Company considers necessary for a fair statement of the results of operations for the interim periods covered and for the financial condition of the Company at the date of the interim balance sheet. Results for the interim periods are not necessarily indicative of results for the full year. The preparation of condensed consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Examples of such estimates include, but are not limited to, goodwill and long-lived asset impairments, revenue and income recognized over time, valuation allowances recorded on deferred tax assets, reserves on inventory, allowances for doubtful accounts, settlement of litigation and potential future adjustments related to contractual indemnification and other agreements. Actual results could materially differ from those estimates. From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, which are adopted by the Company as of the specified effective date. Management believes that recently issued standards, which are not yet effective, will not have a material impact on the Company’s consolidated financial statements upon adoption. The financial statements included in this report should be read in conjunction with the Company’s audited financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2024. 9 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 2. Asset Impairments and Other Charges and Credits Management has implemented certain cost reduction actions including: the consolidation, relocation and exit of certain operating locations; the exit of certain service offerings; reductions in the Company’s workforce in the United States; and the realignment in 2024 of operations within two of the Company’s reportable segments. The Company also incurred legal costs associated with patent defense and purchased a portion of its outstanding 4.75 % convertible senior notes (the “2026 Notes”) at a discount. As a result of these events, actions and assessments, the Company recorded the following charges and credits during the three and nine months ended September 30, 2025 and 2024 (in thousands): Offshore Manufactured Products Completion and Production Services Downhole Technologies Corporate Total Three Months Ended September 30, 2025 Impairments of operating lease assets $ — $ — $ — $ — $ — Facility consolidation and exit, and other charges 575 2,687 — 298 3,560 Losses (gains) on extinguishment of debt — — — 6 6 Pre-tax totals $ 575 $ 2,687 $ — $ 304 3,566 Income tax benefit 749 After-tax total $ 2,817 Nine Months Ended September 30, 2025 Impairments of operating lease assets $ — $ 403 $ 955 $ — $ 1,358 Facility consolidation and exit, and other charges 848 5,393 252 298 6,791 Losses (gains) on extinguishment of debt — — — ( 375 ) ( 375 ) Pre-tax totals $ 848 $ 5,796 $ 1,207 $ ( 77 ) 7,774 Income tax benefit 1,633 After-tax total $ 6,141 10 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) Offshore Manufactured Products Completion and Production Services Downhole Technologies Corporate Total Three Months Ended September 30, 2024 Impairments of: Goodwill $ — $ — $ — $ — $ — Intangible assets — 10,787 — — 10,787 Operating lease assets — 2,092 487 — 2,579 Facility consolidation and exit, and other charges 354 2,982 123 34 3,493 Patent defense costs — 1,347 — — 1,347 Gains on extinguishment of debt — — — — — Pre-tax totals $ 354 $ 17,208 $ 610 $ 34 18,206 Income tax benefit 1,161 After-tax total $ 17,045 Nine Months Ended September 30, 2024 Impairments of: Goodwill $ — $ — $ 10,000 $ — $ 10,000 Intangible assets — 10,787 — — 10,787 Operating lease assets — 2,092 487 — 2,579 Facility consolidation and exit, and other charges 3,364 5,583 123 34 9,104 Patent defense costs — 2,671 — — 2,671 Gains on extinguishment of debt — — — ( 515 ) ( 515 ) Pre-tax totals $ 3,364 21,133 10,610 $ ( 481 ) 34,626 Income tax benefit 2,990 After-tax total $ 31,636 Goodwill The Company’s remaining goodwill exists in the Offshore Manufactured Products segment, totaling $ 70.5 million and $ 69.7 million, respectively, as of September 30, 2025 and December 31, 2024. The Company does not amortize goodwill, but rather assesses goodwill for impairment annually and when an event occurs or circumstances change that indicate the carrying amounts may not be recoverable. If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered impaired and an impairment loss is recorded. Management uses a combination of valuation methodologies including the income approach and guideline public company comparables. The fair values of each of the Company’s reporting units were determined using significant unobservable inputs (Level 3 fair value measurements). The income approach estimates fair value by discounting the Company’s forecasts of future cash flows by a discount rate (expected return) that a market participant is expected to require on its investment. Significant assumptions and estimates used in the income approach include, among others, estimated future net annual cash flows and discount rates for each reporting unit, current and anticipated market conditions, estimated growth rates and historical data. These estimates rely upon significant management judgment. In the first quarter of 2024, certain short-cycle, consumable product operations historically reported within the Offshore Manufactured Products segment (legacy frac plug and elastomer products) were integrated into the Downhole Technologies segment to better align with the underlying activity demand drivers and current segment management structure, as well as provide for additional operational synergies. In connection with this realignment, goodwill of $ 10.0 million was reassigned from the Offshore Manufactured Products segment to the Downhole Technologies segment based on estimated relative fair values. The Company performed an interim quantitative assessment of goodwill recorded within the Offshore Manufactured 11 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) Products segment as of February 29, 2024 (prior to realignment) which indicated that the fair value of the reporting unit exceeded its carrying value. The Company also performed an interim quantitative assessment of goodwill transferred to the Downhole Technologies segment (subsequent to the realignment). This interim assessment indicated that the fair value of the reporting unit was less than its carrying amount and the Company concluded that goodwill reassigned to the Downhole Technologies business was fully impaired. The Company therefore recognized a non-cash goodwill impairment charge totaling $ 10.0 million in the first quarter of 2024. Long-Lived Tangible and Intangible Assets An assessment for impairment of long-lived tangible and intangible assets is conducted when an event occurs or circumstances change that indicate that the carrying value of long-lived tangible and intangible assets may not be recoverable. In response to further reductions in customer activity in the United States during the third quarter of 2024, management made strategic decisions to exit its underperforming flowback and well testing service offering and sell the related equipment and inventory. Management also decided to exit six leased facilities. As a result of these events and actions, in the third quarter of 2024, the Company recorded non-cash intangible asset (customer relationships and tradenames) impairment charges of $ 10.8 million associated with the exit of this service offering and operating lease impairments of $ 2.6 million related to facility closures. In the first nine months of 2025, management continued its restructuring efforts to reduce costs in its U.S. land-based operations. As a result of these decisions, the Company’s Completion and Productions Services and Downhole Technologies segments recognized non-cash operating lease impairment charges totaling $ 1.4 million in connection with facility closures. 3. Details of Selected Balance Sheet Accounts Additional information regarding selected balance sheet accounts as of September 30, 2025 and December 31, 2024 is presented below (in thousands): September 30, 2025 December 31, 2024 Accounts receivable, net: Trade $ 130,016 $ 128,167 Unbilled revenue 23,297 22,242 Contract assets 43,573 40,101 Other 7,255 6,440 Total accounts receivable 204,141 196,950 Allowance for doubtful accounts ( 2,524 ) ( 2,614 ) $ 201,617 $ 194,336 Allowance for doubtful accounts as a percentage of total accounts receivable 1 % 1 % September 30, 2025 December 31, 2024 Deferred revenue (contract liabilities) $ 73,200 $ 52,399 As of September 30, 2025, accounts receivable, net in the United States and the United Kingdom represented 65 % and 12 %, respectively, of the total. Additionally, as of September 30, 2025, one customer accounted for 17 % of the total accounts receivable – with approximately 95 % of the customer balance collected in October. No other country or single customer accounted for more than 10% of the Company’s total accounts receivable as of September 30, 2025. 12 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the nine months ended September 30, 2025, the $ 3.5 million net increase in contract assets was primarily attributable to $ 36.4 million in revenue recognized during the period, which was partially offset by $ 32.9 million transferred to accounts receivable. Deferred revenue (contract liabilities) increased by $ 20.8 million in the first nine months of 2025, primarily reflecting $ 48.7 million in new customer billings which were not recognized as revenue during the period, partially offset by the recognition of $ 29.2 million of revenue that was deferred at the beginning of the period. The following provides a summary of activity in the allowance for doubtful accounts for the nine months ended September 30, 2025 and 2024 (in thousands): Nine Months Ended September 30, 2025 2024 Allowance for doubtful accounts – January 1 $ 2,614 $ 4,497 Provisions 195 855 Write-offs ( 615 ) ( 726 ) Other 330 84 Allowance for doubtful accounts – September 30 $ 2,524 $ 4,710 September 30, 2025 December 31, 2024 Inventories, net: Finished goods and purchased products $ 111,034 $ 110,850 Work in process 37,174 34,539 Raw materials 109,232 108,421 Total inventories 257,440 253,810 Allowance for excess or obsolete inventory ( 34,571 ) ( 38,974 ) $ 222,869 $ 214,836 September 30, 2025 December 31, 2024 Property, plant and equipment, net: Property, plant and equipment $ 751,543 $ 734,548 Accumulated depreciation ( 478,290 ) ( 467,677 ) $ 273,253 $ 266,871 For the three months ended September 30, 2025 and 2024, depreciation expense was $ 8.1 million and $ 9.5 million, respectively. Depreciation expense was $ 24.5 million and $ 29.9 million, respectively, for the nine months ended September 30, 2025 and 2024. September 30, 2025 December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Other intangible assets: Customer relationships $ 123,064 $ 61,142 $ 61,922 $ 122,859 $ 55,534 $ 67,325 Patents/Technology/Know-how 70,269 43,640 26,629 70,206 39,699 30,507 Tradenames and other 47,751 21,638 26,113 47,729 19,699 28,030 $ 241,084 $ 126,420 $ 114,664 $ 240,794 $ 114,932 $ 125,862 For the three months ended September 30, 2025 and 2024, amortization expense was $ 4.0 million and $ 4.1 million, respectively. Amortization expense was $ 11.6 million and $ 12.7 million for the nine months ended September 30, 2025 and 2024, respectively. 13 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) September 30, 2025 December 31, 2024 Other noncurrent assets: Deferred compensation plan $ 19,309 $ 18,245 Deferred financing costs 1,130 1,619 Deferred income taxes 2,454 1,964 Other 3,437 3,075 $ 26,330 $ 24,903 September 30, 2025 December 31, 2024 Accrued liabilities: Accrued compensation $ 18,246 $ 22,350 Accrued taxes, other than income taxes 4,371 1,234 Insurance liabilities 3,067 3,383 Accrued interest 2,504 1,555 Accrued commissions 2,971 3,237 Other 6,693 5,102 $ 37,852 $ 36,861 4. Long-term Debt As of September 30, 2025 and December 31, 2024, long-term debt consisted of the following (in thousands): September 30, 2025 December 31, 2024 Revolving credit facility (1) $ — $ — 2026 Notes (2) 102,419 122,505 Other debt and finance lease obligations 2,568 2,782 Total debt 104,987 125,287 Less: Current portion ( 103,097 ) ( 633 ) Total long-term debt $ 1,890 $ 124,654 ____________________ (1) Unamortized deferred financing costs of $ 1.1 million and $ 1.6 million as of September 30, 2025 and December 31, 2024, respectively, are presented in other noncurrent assets. (2) The outstanding principal amount of the 2026 Notes was $ 102.8 million as of September 30, 2025 and $ 123.5 million as of December 31, 2024 . Revolving Credit Facility The Company has a senior secured credit facility, which provides for an asset-based revolving credit facility (the “ABL Facility”), under which credit availability is subject to a borrowing base calculation. The ABL Facility is governed by a credit agreement (amended on July 28, 2025 by that certain Fifth Amendment to Credit Agreement and First Amendment to the Guaranty and Security Agreement), with Wells Fargo Bank, National Association, as administrative agent and the lenders and other financial institutions from time to time party thereto (as amended, the “ABL Agreement”). The ABL Facility matures on February 16, 2028, with a springing maturity 91 days prior to the stated maturity of any outstanding indebtedness with an outstanding principal balance equal to or greater than $ 17.5 million, unless as of such date such indebtedness has been refinanced, defeased or adequately reserved for (either against the borrowing base or the maximum revolver amount) or escrowed or cash collateralized in a deposit account. 14 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) The ABL Agreement provides funding based on a borrowing base calculation that includes eligible U.S. customer accounts receivable and inventory and, effective July 28, 2025, provides for aggregate lender commitments of $ 100.0 million, including a $ 25.0 million sub-limit for the issuance of letters of credit. Borrowings under the ABL Agreement are secured by a pledge of substantially all of the Company’s domestic assets (other than real property) and the stock of certain foreign subsidiaries. Borrowings under the ABL Agreement bear interest at a rate equal to the Secured Overnight Financing Rate (“SOFR”) (subject to a floor rate of 0 %) plus, effective July 28, 2025, a margin of 2.25 % to 2.75 %, or at a base rate plus a margin of 1.25 % to 1.75 %, in each case based on average borrowing availability. Monthly, the Company must also pay a commitment fee of either 0.375 % or 0.50 % per annum, based on average unused commitments under the ABL Agreement. The ABL Agreement places restrictions on the Company’s ability to incur additional indebtedness, grant liens on assets, pay dividends or make distributions on equity interests, dispose of assets, make investments, repay other indebtedness (including the 2026 Notes discussed below), engage in mergers, and other matters, in each case, subject to certain exceptions. The ABL Agreement contains customary default provisions, which, if triggered, could result in acceleration of repayment of all amounts then outstanding. The ABL Agreement also requires the Company to satisfy and maintain a fixed charge coverage ratio of not less than 1.0 to 1.0 (i) in the event that availability under the ABL Agreement is less than the greater of (a) 15 % of the “line cap” (which is the lesser of the maximum revolver amount and the borrowing base) and effective July 28, 2025, (b) approximately $ 11.3 million; (ii) to complete certain specified transactions; or (iii) if an event of default has occurred and is continuing. As of September 30, 2025, the Company had no borrowings outstanding under the ABL Agreement and $ 13.4 million of outstanding letters of credit. The total amount available to be drawn as of September 30, 2025 was $ 73.2 million, calculated based on the then-current borrowing base less outstanding borrowings, if any, and letters of credit. As of September 30, 2025, the Company was in compliance with its debt covenants under the ABL Agreement. 2026 Notes The Company issued $ 135.0 million aggregate principal amount of its 4.75 % convertible senior notes due 2026 pursuant to an indenture, dated as of March 19, 2021 (the “2026 Indenture”), between the Company and Computershare Trust Company, National Association, as successor trustee. The following table provides a summary of the Company's purchases of outstanding 2026 Notes during the three and nine months ended September 30, 2025 and the nine months ended September 30, 2024, with non-cash gains (losses) reported within other income, net (in thousands): Principal Amount Carrying Value of Liability Cash Paid Non-cash Pre-tax Gains (Losses) Recognized Three Months Ended September 30, 2025 $ 6,000 $ 5,979 $ 5,985 $ ( 6 ) Nine Months Ended September 30, 2025 20,750 20,644 20,269 375 Nine Months Ended September 30, 2024 11,500 11,361 10,846 515 The outstanding 2026 Notes bear interest at a rate of 4.75 % per year and will mature on April 1, 2026, unless earlier repurchased, redeemed or converted. Interest is payable semi-annually in arrears on April 1 and October 1 of each year. Additional interest and special interest may accrue on the 2026 Notes under certain circumstances as described in the 2026 Indenture. The conversion rate is 95.3516 shares of the Company’s common stock per $1,000 principal amount of the 2026 Notes (equivalent to a conversion price of $ 10.49 per share of common stock). The conversion rate, and thus the conversion price, may be adjusted under certain circumstances as described in the 2026 Indenture. The Company’s intent is to repay the principal amount of the 2026 Notes in cash and settle the conversion feature (if any) in shares of the Company’s common stock. As of September 30, 2025, none of the conditions allowing holders of the 2026 Notes to convert, or requiring the Company to repurchase the 2026 Notes, had been met. As of September 30, 2025, there was $ 102.8 million in principal amount of 2026 Notes currently outstanding, which is classified as current portion of long-term debt. 15 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 5. Fair Value Measurements The Company’s financial instruments consist of cash and cash equivalents, investments, receivables, payables and debt instruments. The Company believes that the carrying values of these instruments, other than the 2026 Notes, on the accompanying consolidated balance sheets approximate their fair values. The estimated fair value of the 2026 Notes as of September 30, 2025 based on quoted market prices (a Level 2 fair value measurement), was comparable to the principal amount of $ 102.8 million. 6. Stockholders’ Equity Common and Preferred Stock The following table provides details with respect to the changes to the number of shares of common stock, $ 0.01 par value, outstanding during the first nine months of 2025 (in thousands): Shares of common stock outstanding – December 31, 2024 61,493 Restricted stock awards, net of forfeitures 1,963 Shares withheld for taxes on vesting of stock awards ( 461 ) Purchases of treasury stock ( 3,241 ) Shares of common stock outstanding – September 30, 2025 59,754 As of September 30, 2025 and December 31, 2024, the Company had 25,000,000 shares of preferred stock, $ 0.01 par value, authorized, with no shares issued or outstanding. In October 2024, the Company’s Board of Directors terminated the Company’s existing common stock repurchase program and replaced it with a new $ 50.0 million authorization for the repurchase of the Company’s common stock, par value $ 0.01 per share, through October 2026. Subject to applicable securities laws, such purchases will be at such times and in such amounts as the Company deems appropriate. During the nine months ended September 30, 2025, the Company purchased 3.2 million shares of common stock under the program at a total cost of $ 16.2 million. The amount remaining under the Company’s share repurchase authorization as of September 30, 2025 was $ 25.1 million. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss, reported as a component of stockholders’ equity, primarily relates to fluctuations in currency exchange rates against the U.S. dollar as used to translate certain of the international operations of the Company’s operating segments. Accumulated other comprehensive loss decreased from $ 79.5 million at December 31, 2024 to $ 66.2 million at September 30, 2025. For the three and nine months ended September 30, 2025 and 2024, currency translation adjustments recognized as a component of other comprehensive income were primarily attributable to the United Kingdom and Brazil. During the nine months ended September 30, 2025, the exchange rates for the British pound and the Brazilian real strengthened by 7 % and 17 %, respectively, compared to the U.S. dollar, contributing to other comprehensive income of $ 13.3 million. During the nine months ended September 30, 2024, the exchange rates for the British pound strengthened by 5 % compared to the U.S. dollar, while the Brazilian real weakened by 11 %, contributing to other comprehensive income of $ 3.4 million. 7. Income Taxes Income tax provision for the three and nine months ended September 30, 2025 and 2024 was calculated using a discrete approach. This methodology was used because changes in the Company’s results of operations and non-deductible expenses can materially impact the estimated annual effective tax rate. 16 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the three months ended September 30, 2025, the Company’s income tax expense was $ 1.4 million, which included certain discrete tax items and other non-deductible expenses, on pre-tax income of $ 3.3 million. This compares to an income tax expense of $ 2.2 million, which included adjustments to valuation allowances recorded against deferred tax assets and certain non-deductible expenses, on a pre-tax loss of $ 12.1 million for the three months ended September 30, 2024. For the nine months ended September 30, 2025, the Company’s income tax expense was $ 3.9 million, which included the impact of adjustments to valuation allowances recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on pre-tax income of $ 11.8 million. This compares to an income tax expense of $ 1.6 million, which included the impact of a goodwill impairment charge, other non-deductible expenses and adjustments to valuation allowances recorded against deferred tax assets, on a pre-tax loss of $ 24.8 million for the nine months ended September 30, 2024. On July 4, 2025, the United States enacted tax reform legislation which resulted in changes to U.S. tax and related laws, including certain key federal income tax provisions applicable to multinational companies such as Oil States. These include, among others: the reinstatement of 100% bonus depreciation election for investments in qualifying property; the immediate deduction of domestic research and development expenditures; and manufacturing tax incentives related to goods sold outside the United States. The Company does not expect that these new laws and regulations will have a material impact on its consolidated financial position or results of operations. 8. Net Income (Loss) Per Share The table below provides a reconciliation of the numerators and denominators of basic and diluted net income (loss) per share for the three and nine months ended September 30, 2025 and 2024 (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Numerators: Net income (loss) $ 1,900 $ ( 14,349 ) $ 7,869 $ ( 26,422 ) Less: Income attributable to unvested restricted stock awards ( 69 ) — ( 281 ) — Numerator for basic net income (loss) per share 1,831 ( 14,349 ) 7,588 ( 26,422 ) Effect of dilutive securities: Unvested restricted stock awards — — — — Numerator for diluted net income (loss) per share $ 1,831 $ ( 14,349 ) $ 7,588 $ ( 26,422 ) Denominators: Weighted average number of common shares outstanding 60,182 63,620 61,213 63,843 Less: Weighted average number of unvested restricted stock awards outstanding ( 2,236 ) ( 1,536 ) ( 2,124 ) ( 1,486 ) Denominator for basic net income (loss) per share 57,946 62,084 59,089 62,357 Effect of dilutive securities: Performance share units 70 — 55 — Denominator for diluted net income (loss) per share 58,016 62,084 59,144 62,357 Net income (loss) per share: Basic $ 0.03 $ ( 0.23 ) $ 0.13 $ ( 0.42 ) Diluted 0.03 ( 0.23 ) 0.13 ( 0.42 ) Shares issuable upon conversion of the Company’s 2026 Notes were excluded from each period due to, among other factors, the Company’s share price. 17 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 9. Long-Term Incentive Compensation The following table presents a summary of activity for service-based restricted stock and stock unit awards, and performance-based stock unit awards for the nine months ended September 30, 2025 (in thousands): Service-based Restricted Stock Performance- and Service-based Stock Units Outstanding – December 31, 2024 1,513 1,033 Granted 1,571 297 Vested and distributed ( 818 ) ( 467 ) Forfeited ( 75 ) — Outstanding – September 30, 2025 2,191 863 Weighted average grant date fair value (2025 awards) $ 5.31 $ 5.31 The restricted stock program consists of a combination of service-based restricted stock and stock units, as well as performance-based stock units. Service-based restricted stock awards vest on a straight-line basis over a term of three years . Service-based stock unit awards ( 180 thousand outstanding as of September 30, 2025) vest over one year , with the underlying shares issued at a specified future date. Performance-based stock unit awards vest at the end of a three-year period, with the number of shares ultimately issued under the program dependent upon achievement of predefined specific performance objectives based on the Company’s cumulative EBITDA over a three-year period. In the event the predefined targets are exceeded for any performance-based award, additional shares up to a maximum of 200 % of the target award may be granted. Conversely, if actual performance falls below the predefined target, the number of shares vested is reduced. If the actual performance falls below the threshold performance level, no shares will vest. The Company issued conditional long-term cash incentive awards (“Cash Awards”) with targeted values of $ 1.4 million and $ 1.5 million in the first quarters of 2025 and 2024, respectively. The performance measure for each of these Cash Awards is relative total stockholder return compared to a peer group of companies over a three-year period. The ultimate dollar amount to be awarded for each annual grant may range from zero to a maximum of $ 2.9 million for 2025 awards and from zero to a maximum of $ 3.1 million for 2024 awards, limited to their targeted value if the Company’s total stockholder return were to be negative over the performance period. Obligations related to the Cash Awards are classified as liabilities and recognized over their respective vesting periods. Stock-based compensation expense recognized during the three and nine months ended September 30, 2025 totaled $ 1.9 million and $ 5.8 million, respectively. Stock-based compensation expense recognized during the three and nine months ended September 30, 2024 totaled $ 2.4 million and $ 6.4 million, respectively. As of September 30, 2025, there was $ 10.8 million of pre-tax compensation costs related to service-based and performance-based stock awards, which will be recognized in future periods as vesting conditions are satisfied. 18 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10. Segments and Related Information The Company operates through three operating segments: Offshore Manufactured Products, Completion and Production Services and Downhole Technologies. Financial information by operating segment as of and for the three and nine months ended September 30, 2025 and 2024 is summarized in the following tables (in thousands). Three Months Ended September 30, 2025 Offshore Manufactured Products (1) Completion and Production Services (2) Downhole Technologies Corporate (3) Total Revenues $ 108,627 $ 27,525 $ 29,028 $ — $ 165,180 Costs and expenses: Cost of revenues (exclusive of depreciation and amortization expense presented below) 78,234 22,411 28,001 — 128,646 Selling, general and administrative expense 8,485 1,422 1,816 9,033 20,756 Depreciation and amortization expense 3,958 4,089 3,978 103 12,128 Impairments of operating lease assets — — — — — Other operating (income) loss, net 347 ( 1,345 ) ( 100 ) — ( 1,098 ) 91,024 26,577 33,695 9,136 160,432 Operating income (loss) $ 17,603 $ 948 $ ( 4,667 ) $ ( 9,136 ) $ 4,748 Capital expenditures $ 4,615 $ 3,763 $ 180 $ 148 $ 8,706 ________________ (1) Operating income included charges of $ 0.6 million primarily associated with the consolidation and relocation of certain manufacturing and service locations. (2) Operating income included $ 2.7 million of facility exit and other charges. (3) Operating loss included $ 0.3 million of severance charges. Nine Months Ended September 30, 2025 Offshore Manufactured Products (1) Completion and Production Services (2) Downhole Technologies (3) Corporate (4) Total Revenues $ 307,809 $ 91,468 $ 91,247 $ — $ 490,524 Costs and expenses: Cost of revenues (exclusive of depreciation and amortization expense presented below) 220,453 72,909 83,301 — 376,663 Selling, general and administrative expense 26,595 5,435 5,814 28,423 66,267 Depreciation and amortization expense 11,269 12,444 12,012 326 36,051 Impairments of operating lease assets — 403 955 — 1,358 Other operating (income) loss, net 624 ( 6,051 ) ( 52 ) — ( 5,479 ) 258,941 85,140 102,030 28,749 474,860 Operating income (loss) $ 48,868 $ 6,328 $ ( 10,783 ) $ ( 28,749 ) $ 15,664 Capital expenditures $ 17,441 $ 9,113 $ 1,399 $ 233 $ 28,186 Total assets (as of September 30, 2025) $ 555,097 $ 133,271 $ 258,384 $ 65,567 $ 1,012,319 ________________ (1) Operating income included charges of $ 0.8 million primarily associated with the consolidation and relocation of certain manufacturing and service locations. (2) Operating income included $ 5.8 million in asset impairment, facility exit and other charges. (3) Operating loss included $ 1.2 million in asset impairment and other charges. (4) Operating loss included $ 0.3 million of severance charges. 19 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three Months Ended September 30, 2024 Offshore Manufactured Products (1) Completion and Production Services (2) Downhole Technologies (3) Corporate Total Revenues $ 102,234 $ 40,099 $ 32,015 $ — $ 174,348 Costs and expenses: Cost of revenues (exclusive of depreciation and amortization expense presented below) 71,494 36,546 28,549 — 136,589 Selling, general and administrative expense 8,497 3,401 2,559 8,297 22,754 Depreciation and amortization expense 3,631 5,749 4,121 134 13,635 Impairment of goodwill — — — — — Impairments of intangible assets — 10,787 — — 10,787 Impairments of operating lease assets — 2,092 487 — 2,579 Other operating (income) loss, net ( 698 ) ( 209 ) ( 48 ) — ( 955 ) 82,924 58,366 35,668 8,431 185,389 Operating income (loss) $ 19,310 $ ( 18,267 ) $ ( 3,653 ) $ ( 8,431 ) $ ( 11,041 ) Capital expenditures $ 3,074 $ 4,084 $ 270 $ — $ 7,428 ________________ (1) Operating income included $ 0.4 million of facility consolidation and other charges. (2) Operating loss included $ 17.2 million of asset impairment, facility consolidation and exit, patent defense and other charges. (3) Operating loss included $ 0.6 million of asset impairment and other charges. Nine Months Ended September 30, 2024 Offshore Manufactured Products (1) Completion and Production Services (2) Downhole Technologies (3) Corporate Total Revenues $ 290,647 $ 133,812 $ 103,534 $ — $ 527,993 Costs and expenses: Cost of revenues (exclusive of depreciation and amortization expense presented below) 206,231 114,255 90,087 — 410,573 Selling, general and administrative expense 27,455 9,010 7,245 27,913 71,623 Depreciation and amortization expense 11,571 17,875 12,646 436 42,528 Impairment of goodwill — — 10,000 — 10,000 Impairments of intangible assets — 10,787 — — 10,787 Impairments of operating lease assets — 2,092 487 — 2,579 Other operating (income) loss, net 1,120 ( 986 ) ( 58 ) — 76 246,377 153,033 120,407 28,349 548,166 Operating income (loss) $ 44,270 $ ( 19,221 ) $ ( 16,873 ) $ ( 28,349 ) $ ( 20,173 ) Capital expenditures $ 11,847 $ 10,416 $ 1,026 $ 20 $ 23,309 Total assets (as of September 30, 2024) $ 506,563 $ 158,338 $ 273,093 $ 56,147 $ 994,141 ________________ (1) Operating income included $ 3.4 million of facility consolidation and other charges. (2) Operating loss included $ 21.1 million of asset impairment, facility consolidation and exit, patent defense and other charges. (3) Operating loss included $ 10.6 million in asset impairment and other charges. 20 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following tables provide supplemental disaggregated revenue from contracts with customers by operating segment for the three and nine months ended September 30, 2025 and 2024 (in thousands): Offshore Manufactured Products Completion and Production Services Downhole Technologies Total 2025 2024 2025 2024 2025 2024 2025 2024 Three Months Ended September 30 Project-driven: Products $ 67,729 $ 58,164 $ — $ — $ — $ — $ 67,729 $ 58,164 Services 30,172 32,754 — — — — 30,172 32,754 Total project-driven 97,901 90,918 — — — — 97,901 90,918 Military and other products 10,726 11,316 — — — — 10,726 11,316 Short-cycle products and services — — 27,525 40,099 29,028 32,015 56,553 72,114 $ 108,627 $ 102,234 $ 27,525 $ 40,099 $ 29,028 $ 32,015 $ 165,180 $ 174,348 Offshore Manufactured Products Completion and Production Services Downhole Technologies Total 2025 2024 2025 2024 2025 2024 2025 2024 Nine Months Ended September 30 Project-driven: Products $ 195,506 $ 171,053 $ — $ — $ — $ — $ 195,506 $ 171,053 Services 82,503 89,011 — — — — 82,503 89,011 Total project-driven 278,009 260,064 — — — — 278,009 260,064 Military and other products 29,800 30,583 — — — — 29,800 30,583 Short-cycle products and services — — 91,468 133,812 91,247 103,534 182,715 237,346 $ 307,809 $ 290,647 $ 91,468 $ 133,812 $ 91,247 $ 103,534 $ 490,524 $ 527,993 Revenues from products and services transferred to customers over time accounted for approximately 63 % and 67 % of consolidated revenues for the nine months ended September 30, 2025 and 2024, respectively. The balance of revenues for the respective periods relates to products and services transferred to customers at a point in time. As of September 30, 2025, the Company had $ 300 million of remaining backlog related to contracts with an original expected duration of greater than one year. Approximately 16 % of this remaining backlog is expected to be recognized as revenue over the remaining three months of 2025, with an additional 37 % recognized in 2026 and the balance thereafter. 11. Commitments and Contingencies The Company is a party to various pending or threatened claims, lawsuits and administrative proceedings seeking damages or other remedies concerning its commercial operations, products, employees and other matters. Although the Company can give no assurance about the outcome of pending legal and administrative proceedings and the effect such outcomes may have on the Company, management believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise covered by insurance, will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity. 21 Table of Contents C autionary Statement Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q and other statements we make contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Actual results could differ materially from those projected in the forward-looking statements as a result of a number of important factors, including incorrect or changed assumptions. For a discussion of known material factors that could affect our results, please refer to “Part I, Item 1. Business,” “Part I, Item 1A. Risk Factors,” “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk” included in our 2024 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 21, 2025. You can typically identify “forward-looking statements” by the use of forward-looking words such as “may,” “will,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “potential,” “plan,” “forecast,” “proposed,” “should,” “seek,” and other similar words. Such statements may relate to our future financial position, budgets, capital expenditures, projected costs, plans and objectives of management for future operations and possible future strategic transactions. Actual results frequently differ from assumed facts and such differences can be material, depending upon the circumstances. While we believe we are providing forward-looking statements expressed in good faith and on a reasonable basis, there can be no assurance that actual results will not differ from such forward-looking statements. The following are important factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, us: • impacts related to changing U.S. and foreign trade policies, including increased trade restrictions or fluctuating tariffs, the impact of changes in diplomatic and trade relations, and the results of countermeasures and any tariff mitigation initiatives; • production levels among members of the Organization of Petroleum Exporting Countries (“OPEC”) and other oil and gas producing nations (together with OPEC, “OPEC+”); • the level of supply of and demand for oil and natural gas; • fluctuations in the current and future prices of oil and natural gas; • the level of exploration, drilling and completion activity; • the cyclical nature of the oil and natural gas industry; • the level of offshore oil and natural gas developmental activities; • inflation, including our ability to increase prices to our customers as our costs increase; • the impact of disruptions in the bank and capital markets; • the financial health of our customers; • the impact of the ongoing military actions in Europe and the Middle East, or any similar future military actions or unrest, including, but not limited to, energy market disruptions, supply chain disruptions and increased costs, government sanctions, and delays or potential cancellation of planned customer projects; • the impact of environmental matters, including executive actions and federal, state and local regulatory or legislative efforts to adopt environmental or climate change regulations that may result in increased operating costs or reduced oil and natural gas production or demand globally, such as previous attempts to prohibit or otherwise limit new exports of liquefied natural gas (“LNG”), hydraulic fracturing, and lease development; • political, economic and litigation efforts to restrict or eliminate certain oil and natural gas exploration, development and production activities due to concerns over the threat of climate change; • the availability of and access to attractive oil and natural gas field prospects, which may be affected by governmental actions or actions of other parties restricting drilling and completion activities; • general global economic conditions; • global weather conditions and natural disasters, including hurricanes in the Gulf of America; • changes in tax laws and regulations as well as volatility in the political, legal and regulatory environments in connection with the new U.S. presidential administration; including changes such as the One Big Beautiful Bill Act (the “OBBBA”); • supply chain disruptions, including as a result of natural disasters, industrial accidents, additional trade restrictions or the adoption of or increase in tariffs, or the threat thereof; 22 Table of Contents • our ability to timely obtain and maintain critical permits for operating facilities; • our ability to attract and retain skilled personnel; • our ability to develop new competitive technologies and products; • fluctuations in currency exchange rates; • physical, digital, cyber, internal and external security breaches and other incidents affecting information security and data privacy; • the cost of capital in the bank and capital markets and our ability to access them; • our ability to protect and enforce our intellectual property rights; • negative outcome of litigation, threatened litigation or government proceedings; • the potential for future federal or state requirements related to the enhanced disclosure of a range of climate-related information and risks; • our ability to complete the integration of acquired businesses and achieve the expected accretion in earnings; and • the other factors identified in “Part I, Item 1A. Risk Factors” in our 2024 Annual Report on Form 10-K, as well as in “Part II, Item 1A. Risk Factors” included in this Quarterly Report on Form 10-Q. Should one or more of these risks or uncertainties materialize, or should the assumptions on which our forward-looking statements are based prove incorrect or change, actual results may differ materially from those expected, estimated or projected. In addition, the factors identified above may not necessarily be all of the important factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by us, or on our behalf. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no responsibility to publicly release the result of any revision of our forward-looking statements after the date they are made. In addition, in certain places in this Quarterly Report on Form 10-Q, we refer to information and reports published by third parties that purport to describe trends or developments in the energy industry. We do so for the convenience of our stockholders and in an effort to provide information available in the market that will assist our investors in better understanding the market environment in which we operate. However, we specifically disclaim any responsibility for the accuracy and completeness of such information and undertake no obligation to update such information.